NCR Corporation Announces Final Results of Tender Offer
Friday, December 18th, 2015
NCR Corporation today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, New York City time, on Friday, December 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii) purchase price tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2015, and the related Letter of Transmittal.
Based on the final count by the depositary for the tender offer, NCR accepted for purchase approximately 37.4 million shares of NCR’s common stock at a purchase price of $26.75 per share, for a total cost of approximately $1.0 billion, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 22.0% of NCR’s common stock outstanding as of November 9, 2015.
The tender offer was oversubscribed. Pursuant to the terms of the tender offer, shares were accepted on a pro rata basis, except for tenders of odd lots, which were accepted in full. NCR has determined that the proration factor for the tender offer, after giving effect to the priority of odd lots, is approximately 91.2%. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered and not purchased.